Hillary Clinton's Republican challenger is getting personal and it's not pretty: He says the senator used to be ugly - and speculates she got "millions of dollars" in plastic surgery.

"You ever see a picture of her back then? Whew," said John Spencer of Clinton's younger days.

"I don't know why Bill married her," he said of the Clintons, who celebrated their 31st anniversary this month.

Noting Hillary Clinton looks much different now, he chalked it up to "millions of dollars" of "work" - plastic surgery.

"She looks good now," he said.

Spencer's bizarre comments came during a conversation with a reporter seated beside him and his wife, Kathy, on the 10:30 a.m. JetBlue flight Friday to Rochester, the site of the race's first debate.

In the wide-ranging chat, he also declared that his GOP running mate, attorney general hopeful Jeanine Pirro, was going to lose.

Howard Wolfson, an aide to Clinton, who turns 59 Thursday, said the senator has never had plastic surgery. But he declined otherwise to respond to Spencer's comments.

But Spencer's words crossed a political line that he has struggled to avoid during his underdog campaign against the former First Lady, a politician who inspires strong feelings among fans and foes alike.

He has limited most of his official comments to criticisms of Clinton for her doubts about the Iraq war, her opposition to tax cuts and her presidential ambitions.

In fund-raising letters, he has used more openly hostile language, allowing Clinton's aides to portray him as "angry" and out of control.

But few of Spencer's comments have been outside American political norm - and none before Friday had touched on Clinton's private life or personal appearance.............................

Spencer, the former mayor of Yonkers, dwelt at length on the contrast between his direct, honest and unfiltered style - and what he sees as the phony, controlled and staged nature of much of American politics.

"What's the matter with ruffling feathers?" he asked at one point.

So are we talking about the same philandering John Spencer who knocked up his aide, tried to pay her off and lied to his ex-wife about it.

First of all, the Clintons weren't rich until after they left the White House, so there wasn't millions to spend on her face. Second, their daughter looks a lot like her, so no.

We call it makeup, John. Some women look a lot better with it than not. In most of her early pictures she doesn't wear any. Now, she does.

I mean, if we're talking about character, he doesn't have any.

It's the shittiest attack one can make about a woman, especially an intelligent woman. You don't think Hillary Clinton realized she wasn't a model decades ago? Yeah. But this asshole, who couldn't keep sober or his dick from knocking up his staff, is passing judgement? Yeah. Right.